SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 8-K/A

                               AMENDMENT NO. 2 TO

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

        Date of report (Date of earliest event reported): JANUARY 1, 2004

                             FIRST DELTAVISION, INC.

                          (EXACT NAME OF REGISTRANT AS
                              SPECIFIED IN CHARTER)

              NEVADA                    0-23511                 87-0412182
   (STATE OR OTHER JURISDICTION       (COMMISSION              (IRS EMPLOYER
        OF INCORPORATION)            FILE NUMBER)           IDENTIFICATION NO.)

         695 TOWN CENTER DRIVE, SUITE 260, COSTA MESA, CALIFORNIA 92626
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

       Registrant's telephone number, including area code: (714) 434-9191

           -----------------------------------------------------------
          (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)





Explanatory Note

First  Deltavision,  Inc. ("FDTV") is filing this Amendment No. 2 to Form 8-K to
amend  Amendment  No. 1 to Form 8-K  which  was filed  with the  Securities  and
Exchange  Commission  on March 16,  2004,  solely for the purpose of  correcting
certain  typographical  errors  appearing  in  the  headings  to  the  financial
statements  appearing in Exhibit  99.2.  Exhibit  99.2 is being  re-filed in its
entirety.  Other than the corrections to the headings, the financial information
appearing in Exhibit 99.2 is unchanged by this amendment.


ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

     (c) Exhibits

99.2 Unaudited pro forma condensed combined  financial  statements giving effect
     to the combination of FDTV and Mogel Management Group, Inc.



                                   SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                                 First Deltavision, Inc.

Date: March 19, 2004                             By:    /s/ Bruce Mogel
                                                        ---------------
                                                 Name:  Bruce Mogel
                                                 Title: Chief Executive Officer



                                INDEX TO EXHIBITS


EXHIBIT               DESCRIPTION
NUMBER

99.2   Unaudited pro forma condensed combined financial statements giving effect
       to the combination of FDTV and Mogel Management Group, Inc.